Kosmos Energy Ltd.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

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Kosmos Energy Ltd.

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A MESSAGE FROM OUR CHAIRMAN AND CEO

Fellow shareholders:

The global energy landscape continues to be overshadowed by the war in Ukraine, conflict in the Middle East, and subsequent disruptions to energy markets and supply routes. COP28 once again confirmed the importance of the Paris Agreement’s goal of keeping global warming to an increase of 1.5 degrees Celsius – but, importantly, noted that this must be achieved through a “just, orderly and equitable” energy transition. Against this backdrop, it is more important than ever that our purpose and vision remain clear and vibrant. I am proud to say that they do. Kosmos Energy is focused on meeting the world’s growing demand for secure, affordable, and cleaner energy now and in the future.

With oil production from our advantaged assets in Ghana, the U.S. Gulf of Mexico, and Equatorial Guinea, we are providing the world with the energy it needs today. At the same time, we are developing cleaner sources of energy for tomorrow through world-scale natural gas and LNG projects offshore Mauritania and Senegal. We believe it is not enough that we simply deliver this energy, our mission is that we should leave each country better off through Kosmos’ presence. Consequently, we strive to be a force for good in our host countries – acting responsibly, supporting a just and orderly energy transition, and accelerating economic and social progress.

Kosmos continued to deliver on its strategic objectives throughout 2023. We advanced our key development projects, which aim to deliver around 50% production growth from the second half of 2022. The start-up of Jubilee South East in Ghana was a major step toward achieving this goal and, we expect production from Winterfell in the U.S. Gulf of Mexico to be an important contributor as well. We expect that these milestones will be followed by first gas at Greater Tortue Ahmeyim offshore Mauritania and Senegal later this year. With these three projects, we are targeting an increase in production to around 90,000 barrels of oil equivalent per day by the end of 2024. As part of this growth, we expect to increase gas production from about 10% of overall production to around 25% during this period.

Beyond advancing our development projects, we also strengthened our portfolio of low cost, lower carbon investment opportunities. We delivered a significant oil discovery at Tiberius in the U.S. Gulf of Mexico, which added an attractive short-cycle oil development to our portfolio. Kosmos also assumed operatorship and a larger working interest at Yakaar-Teranga, which is a key asset in Senegal’s ‘Gas-to-Power’ and ‘Gas-to-Industry’ initiatives. These developments put Kosmos in a strong position to continue growing the value of the company beyond 2024.

Given the operational progress we are making and the additional opportunities we have unlocked, we can look ahead with a great deal of optimism. Kosmos expects to reach an important inflection point when our development projects come online and capital expenditures begin to fall. With higher production and lower capital, free cash flow is expected to increase and our priorities are to: strengthen the balance sheet through debt reduction, fund selective growth projects, and consider returns to shareholders at the right time.

As we pursue our strategy, Kosmos will continue to be guided by our belief that we can grow value for shareholders while prioritizing sustainability. With our advantaged oil and gas production, we can be a responsible producer that the world can count on to balance energy security and affordability with the need to lower emissions. For the third consecutive year, we have maintained carbon neutrality for our operated Scope 1 and Scope 2 emissions, and in 2023 we announced a new near-term target to reduce by 25% our Scope 1 equity emissions by 2026 from a 2022 baseline. We are making excellent progress towards this goal, which involves initiatives such as working with partners to eliminate routine flaring in Ghana and Equatorial Guinea.

Our commitment to sustainability remains a core value and has been recognized by stakeholders. MSCI, one of the leading ESG ratings agencies, awarded Kosmos its highest possible “AAA” rating for the second consecutive year, which puts us in the top 20% of companies across our sector. Similarly, Newsweek and Statista named Kosmos one of America’s Most Responsible Companies for the fourth consecutive year. A key part of our strategy is our ongoing commitment to operating responsibly. For us, this means that sustainability is never an add-on or an afterthought, but a commitment that begins with our board of directors and is embedded throughout the company from leadership to all our employees.

Kosmos is well-positioned to create value for shareholders. We offer investors a clear purpose, consistent strategy, top-quality assets with greater than 20 years of 2P reserves/production life, unique exposure to world-scale gas and LNG projects, multiple growth catalysts, and an important role in enabling a just and orderly energy transition in the countries where we work. We look forward to sharing more about this at our annual meeting. On behalf of the entire board of directors, I thank you for your participation, your continued trust, and the support you bring.

Sincerely yours,

Andrew G. Inglis

Chairman and Chief Executive Officer